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ARTICLE III <br />REIMBURSEMENT OF PROJECT COSTS <br />Section 3.1. Statement of Intent. It is the intent of <br />the parties that the City convey to the Developer the <br />Development Property for the price set forth in Section 3.2 <br />upon satisfaction of the conditions set forth in Section <br />3.2. <br />Section 3.2. Conveyance of Development Property. <br />(1) The City's obligation to convey the Phase I <br />Development Property by quit claim deed to the Developer for <br />the purchase price of $1.00 shall be subject to satisfaction <br />of the following conditions precedent: <br />1054867.2 <br />(a) The Developer shall be in material compliance <br />with all the terms and provisions of this Agreement; <br />(b) The Developer shall have submitted to the <br />City Construction Plans for the Phase I Minimum <br />Improvements and such Construction Plans shall have <br />been approved by the City pursuant to Section 4.2 of <br />this Agreement; <br />(c). Execution of an Assessment Agreement relating <br />to the Phase I Development Property by the City, the <br />County and the Developer pursuant to Section 6.1 of <br />this Agreement; <br />(d) Receipt of an opinion of counsel to the <br />Developer in the form attached hereto as Exhibit F; <br />(e) Delivery to the City of an agreement by the <br />holder of the First Mortgage agreeing to be bound by <br />the Assessor's Minimum Market Value set forth in the <br />Assessment Agreement relating to the Phase I Project; <br />Page 58 <br />